DIGIRECORDS TERMS OF USE FOR DOCTORS

Digiscribe Technology Private Limited (“us”, “we”, “our” or “Digiscribe”) is the owner, author and publisher of the internet domain www.digiscribe.in (“Website”) on the world wide web as well as the application ‘DigiRecords’ (“Application”) (together referred hereinafter as the “Platform”).

These Terms of Use (“Terms of Use”) along with the Privacy Policy governs the use of the Platform, the network services / cloud sharing features of the Platform, and all related features, players, widgets, tools, applications, data, software, application program interface (APIs) and other services provided by Digiscribe (the “Services”) by a qualified doctor and registered medical practitioner (whether an individual professional or an organization) or similar institution (“Doctors”, “you”, “your”).

 

These Terms of Use are published in compliance of, and are governed by the provisions of Indian laws, including but not limited to:

We request you to carefully go through these Terms of Use before you avail the Services of Digiscribe. By registering for our Services, you irrevocably accept all the obligations stipulated in these Terms of Use and agree to abide by them. Accessing the Platform through any medium, including but not limited to mobile phones, smart phones and tablets, are also subject to these Terms of Use and the Privacy Policy. If you do not agree to all the terms and conditions herein, please do not use the Platform or any of the Services offered thereon. These Terms of Use, together with our Privacy Policy and any other terms that may be notified to you from time to time, constitute a legally binding agreement (the “Agreement”) between you and Digiscribe in relation to your use of our Services.

This document is an electronic record in terms of IT Act and rules thereunder as applicable and amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures.

  1. Definitions

In these Terms of Use, the following words and expressions shall have the following meanings ascribed to them:

Clinic” shall mean the Doctor’s clinic;

Confidential Information” shall mean all communications between Digiscribe and the Doctor, and other material supplied to the Doctor by Digiscribe hereto which is either marked ‘confidential’ or is by its nature intended to be exclusively for the knowledge of the Doctor alone, and any information concerning the affairs, operations, the Platform, the Services, business transactions or the financial arrangements of Digiscribe or of any Person with whom Digiscribe is in a confidential relationship and shall include and all connected documents, writings, articles or products, except such documents, writings, articles or products which are in the public domain or which by their nature or use are known to the general public;

Control” in relation to Digiscribe means possession, directly or indirectly, of: (i) the power to direct or cause the direction of the management or policies of Digiscribe, whether through the ownership of 25% (twenty five percent) or more of the voting securities of Digiscribe or by contract; or (ii) the right to appoint more than 50% (fifty percent) of the members of the board of directors of Digiscribe;

Doctor Services” shall have the meaning ascribed to the term in Clause 7.1;

Governmental Authority means any government (foreign, domestic, multinational, federal, territorial, state, municipal or local), or any governmental, non-governmental, legislative, executive, administrative, fiscal, judicial, quasi-judicial or regulatory authority, government-owned or government-controlled (in whole or in part) enterprise, public international organisation, body, board, bureau, ministry, department, commission, court, tribunal, agency, instrumentality or other Person exercising legislative, executive, administrative, fiscal, judicial or regulatory functions (including planning authorities, mediators or arbitrators of competent jurisdiction), having jurisdiction over the matter in question, in any jurisdiction or political sub-division (as the case may be), including but not limited to the Medical Council of India, National Medical Council, National Medical Commission, so on and so forth, and includes any such authority having jurisdiction over or responsibility with respect to, the administration or determination of the subject matter of these Terms of Use;

Intellectual Property” shall have the meaning ascribed to the term in Clause 12.1;

Kiosk” shall have the meaning ascribed to the term in Clause 7.1 (a);

Law” means and includes any applicable statute, law, bye-law, enactment, regulation, ordinance, policy, treaty, rule, notification, direction, directive, guideline, requirement, license, rule of common law, order, decree, judgment, or any restriction or condition including any similar form of decision of, or determination, application or execution by, or interpretation or pronouncement having the force of law of, any Governmental Authority having jurisdiction over the matter in question;

Network Partner” shall mean such service partners registered on the Platform, from time to time, including but not limited to pharmacies, e-pharmacies, diagnostic laboratories and centers, physiotherapists, nutritionists, health insurance providers and any other service partners involved in the medical / healthcare ecosystem,  providing services to the Patients on the Platform;

Patient Data” shall have the meaning ascribed to the term in Clause 10.1;

Person(s)” means any person (including a natural person), trust, Hindu undivided family (HUF), firm, trade union, company, corporation, Governmental Authority, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

Platform” shall have the meaning ascribed to the term in the preamble to these terms of Use;

Platform Fee” shall have the meaning ascribed to the term in Clause 7.2.

  1. ACCESS TO AND USE OF THE PLATFORM

  1. The Doctor hereby intends to: (i) register himself / herself as a consultant on the Platform; and (ii) to use the Platform at the time of giving medical advice / consultation to his / her Patients along with accessing  the clinic management features, network service features and other related features of the Platform.

  1. Digiscribe may provide free access to the Platform for a period of 1 (One) year or such duration as Digiscribe may deem fit, in its sole discretion. Further, upon expiry of such free access, Digscribe shall be entitled to determine the terms and conditions governing such access to the Platform, in its sole discretion.

  1. The Doctor hereby agrees and acknowledges that he / she shall have access to the tele-consultation features of the Platform only upon payment of such additional fee as Digiscribe may, in its sole discretion, deem fit.

  1. Further, the Doctor shall have the option to use a digital tablet or other device offered by Digiscribe as an additional feature of the Platform for registering Patients on the Platform and for generating digital prescriptions. However, it is clarified that: (i) such tablet or digital device shall continue to remain the property of Digiscribe; and (ii) the Doctor shall be required to pay for the usage of such digital device at such additional cost as Digiscribe may, in its sole discretion, deem fit.

  1. OUR SERVICES

  1. Creating E-Prescriptions

The Services provided by Digiscribe constitutes a technology platform that enables you to create an e-prescription on the Platform, in the manner more specifically mentioned hereinafter, facilitates sharing such an e-prescription with any and all of your patients (“Patients”), and further store such prescriptions, on a permanent basis, for your reference, anytime and anywhere. You can also take a photograph of a handwritten and duly signed prescription and upload it on your account as well as share it with the Patient. The Services and the Platform enables you to have the ease of accessing any past e-prescription and uploaded photograph of the valid prescription given by you, whether for informative and/or reference purposes and also to give any new e-prescription and/or photograph of the valid prescription to any Patient, without having to physically carry around your prescription book.

This Platform also provides for a receptionist module whereby your receptionist can view prescriptions, resend prescriptions - either via print or SMS, take photographs of prescription, upload prescriptions, generate and email bill and manage appointment and avail other clinic management features on your behalf. The receptionist cannot create new prescriptions. The receptionist will only have limited access to provide such Services using your Account (as defined herein below). You will be responsible and liable for all the acts and deeds of your receptionist.

  1. Booking Appointments

The Platform offers an additional feature to you through which you can provide online consultation to Patients through video calls by paying an additional fee. For using this telemedicine feature on the Platform, you will be first required to provide your digital signature following which you will be required to set up your own time on the Platform which indicate your availability for teleconsultation. Once the time slots are provided for, you will be required to provide your bank account details in which you wish to receive the consultation fee from the Patient. On completion of this process, your available time slots will be displayed on the Platform for Patients to book appointments with you. When a Patient chooses one of the time slots provided by you, you will be given the option to confirm the time slot chosen by the Patient. On such confirmation, a weblink will be generated which will be sent to you and the Patient. You can connect with the Patient at the agreed time by clicking on this weblink.

  1. Sharing of Prescription

The Platform also gives you the option to share the e-prescriptions so created directly with our Network Partners and the Patient.

  1. Digiscribe is not responsible for undertaking delivery of any medicines, articles, materials or products to the Patients in any manner whatsoever. All such deliveries are undertaken by the Network Partners who are solely responsible for such delivery and providing the end service to the Patients. The status of delivery and any update on the progress of such delivery is shared with the Doctor on his / her dashboard on the Platform.        

  1. ELIGIBILITY & USER ACCOUNTS

In order to access the Services and the Platform, you will be required to register on the Platform by creating an account (“Account”) and providing the following details:

  1. your name, email address, password, phone number;
  2. financial information such as bank account details, credit and debit card details, or other payment instrument details;
  3. your clinic information including, but not limited to, clinic name, clinic phone number, receptionist name (if any), receptionist number (if any), clinic address;
  4. your registration number and state medical council of registration;
  5. your specialization, if any;
  6. aadhar card registration using your biometric data for authentication of e-prescriptions as explained under Clause 6 below;
  7. your signature (as on government and banking documents) on a touch-screen enabled device, for authentication of e-prescriptions as explained under Clause 6 below;
  8. names of pharmacies within the vicinity of the clinic (if any) and certain other information. However, please note that such preferences are simply indicative in nature, and shall, at no point, bind either you or the Patients and/or Digiscribe, to suggest, recommend, endorse and/or visit the particular pharmacies mentioned by you. (collectively “Account Information”).

  1. CREATING AND UPLOADING AN E-PRESCRIPTION

  1. Upon your successful registration on the Platform, you are required to create an e-prescription which shall be used by you for any prescriptions that you would provide to the Patients using the Platform, in such format as provided on your dashboard on the Platform. Usually the e-prescription format will require you to insert and upload the following details of the Patient, including but not limited to:

  1. Complaints: Details of the health complaints that the Patient might have and that the Patient might share with you.
  2. Diagnosis: details of your observations in relation to the Patient’s health, based on the complaints shared by the Patient or his / her guardian and / or caretaker.
  3. Suggested Lab Tests: Details of any medical tests / lab tests that the Patient may need to undergo, if any.
  4. Drugs Prescribed: Details of medicines and/or drugs / formulations / generic drug names prescribed by you to the Patient as per your diagnosis.

Please note that the information requirements / fields set out above are for indicative purposes only and you may also be required to insert / upload any additional information on the Platform as may be required. Digiscribe may and reserves the right to, from time to time, change or update the kind of information  / fields that you may be required to upload / update at the time of creating the e-prescription for any Patient, as Digiscribe may deem fit or as required by applicable Laws. You can choose to skip any information requirement / field, if according to you any particular information field is not applicable to a particular Patient. However, in case there are any mandatory information fields that cannot be skipped, you will be required to insert such mandatory information for creating the e-prescription successfully.

  1. Further, the technology of the Platform may prompt suggestions when you are filling such information fields for creating the e-prescription. It is expressly clarified that these suggestions are purely suggestive in nature and are only to assist you in filling and completing the prescription faster. The Platform provides these suggestions, based on your past practices, such as past diagnosis of similar complaints, lab tests and drugs suggested by you in the past, and / or any test / drug that may be widely used for the particular complaint mentioned in the particular prescription. You are required to exercise your sole discretion prior to selecting any such suggested diagnosis / lab tests / drugs / prescriptions. It is expressly clarified that Digiscribe shall, in no event, be held responsible for the accuracy and the relevancy of the suggestions of diagnosis / lab tests / drugs on the Platform.

  1. The prescriptions will only be issued by you under circumstances that are appropriate, legal, responsible and as the result of discussion and mutual agreement between the Patient and you. The prescription shall contain your name, registration number, Patient’s name and other details, and date of prescribing.

  1. SHARING OF E-PRESCRIPTION

  1. Authentication of Prescription

The Platform enables you to share the prescription: (i) directly with our Network Partners through the network sharing feature of the Platform; and (ii) the Patient. Once you have completed the prescription for any particular Patient, you are required to authenticate each such prescription prior to uploading such prescription on the Platform. You can authenticate each such prescription in either of the below-mentioned ways:

  1. In the event that you elect to provide your signature on a touch-screen enabled device as mentioned in Clause 4 above, the Platform shall automatically store your signature (in a digitally encrypted format) and provide you with passcode. Upon completion of each prescription by you, you will have to insert this passcode on the Platform to enable the Platform to validate the authenticity of the prescription and affix your signature thereon.

  1. You can utilize the biometric device, provided to you by Digiscribe, to authenticate the prescription. For use of such biometric device, you shall be required to provide your aadhar number on the Platform as well as scan and register your fingerprint using the biometric device provided by Digiscribe. After validation of your fingerprint against your aadhar number as provided by you, the Platform shall store your fingerprint (in a digitally encrypted format). Upon completion of the prescription by you, you can use the biometric device to scan your fingerprint, which in turn will enable the Platform to validate the authenticity of the prescription.

  1. Sharing of Prescription with Network Partners and Patient

  1. Once you have completed the handwritten prescription for any particular Patient and duly signed it, you can take a photograph of the said prescription from your mobile and upload the photograph of the prescription onto your Account and share the same with the Network Partner and / or the Patient. You will ensure that the image you are uploading is clear and contains all four edges of the prescription. If your prescription comes through cut off or the text is illegible, we will not be liable for it. Please note that we only accept images in jpg, jpeg, bmp, gif, png, pdf, and tiff files under 5 megabytes.

  1. In order to share the prescription directly with our Network Partners through the network sharing feature of the Platform, you will be required to enable the ‘Share with Network Partners’ feature of the Platform. When this feature is enabled, the Platform through its application program interface (API) directly shares the prescription upon its authentication by you with the Network Partner by uploading it to the dashboard of such Network Partner.

  1. It is clarified for the avoidance of doubt that you are required to and are solely responsible for obtaining a Patient’s consent before sharing the prescription with the Network Partner. You shall not share the prescription with the Network Partner if the Patient denies giving his / her consent.

  1. It is further clarified that in the event that you share the prescription with the Network Partner without the Patient’s consent, you shall solely be liable for any claims or actions brought forward by the Patient and Digiscribe will not be liable to any Patient in any manner whatsoever.

  1. PLATFORM FEE AND CONSIDERATION

  1. In consideration of Digiscribe paying to the Doctor the Platform Fee (as defined hereinafter) and Digiscribe providing access to the Platform for giving consultation to the Patients, the Doctor shall provide to Digiscribe the following (together referred to as “Doctor Services”):

  1. such space, as may be mutually agreed between Digiscribe and the Doctor, within the premises of the Clinic for setting up a Platform kiosk (“Kiosk”);

  1. the service of enabling the Patients visiting the Doctor and Clinic to access and use the Kiosk and register themselves on the Platform;

  1. installing or setting up: (i) digital devices like machines, scanners, etc. at the Kiosk; and (ii) informational posters above the Kiosk and / or in the Clinic, to assist the Patients in their use of the Kiosk or the Platform;

  1. the service of generating and sharing the e-prescriptions with Network Partners / Patients, digitizing physical prescriptions and digitizing Patient Data (as defined hereinafter) to be uploaded on the Platform; and / or

  1. providing medical advice, consultation, tele-consultation, diagnosis, treatment, prescription of drugs or medicines or lab tests, or any other related services to the Patients registered on the Platform.

It is hereby clarified that Digiscribe shall install the Kiosk in accordance with such timelines and in such manner as Digiscribe may deem fit, in its sole discretion. It is further clarified that, in the event that Digiscribe does not intend to install / set up the Kiosk in your Clinic, you will continue to provide such other Doctor Services on the Platform which are not related to the Kiosk.

  1. In consideration of the Doctor Services being provided by the Doctor to Digiscribe, Digiscribe shall pay to the Doctor, a service fee (“Platform Fee”) within 60 (sixty) days from the generation of the prescription / fulfillment of the prescription by the Network Partners.

  1. The Platform Fee payable by Digiscribe to the Doctor shall be calculated through Digiscribe’s proprietary algorithm based Platform Fee calculator which keeps a track of the number of Patients who visit the Kiosk and use the Platform and the overall activity and availability of the Doctor on the Platform.

  1. The Platform Fee calculated in accordance with Clause 7.3 above shall be remitted by Digiscribe into the bank account nominated by the Doctor. For such remittance of Platform Fee the Doctor will be required to provide his / her bank account details to Digiscribe or any changes thereof.

  1. SETTING UP AND RUNNING OF KIOSK

  1. The Doctor hereby agree and acknowledge that, in consideration of the payment of the Platform Fee by Digiscribe in accordance with Clause 7 above, Digiscribe shall be entitled to set up the Kiosk within the premises of the Clinic.

  1. Save and except with regard to the location of the Kiosk within the premises of the Clinic, Digiscribe shall have the right to set up, manage and run the Kiosk in such manner as Digiscribe may, in its sole discretion, deem fit.

  1. Digiscribe shall have the right to set up a digital scanner at the Kiosk which may be used by the Patients to: (i) register themselves on Platform; and (ii) scan the physical prescriptions given by the Doctor to such Patients.

  1. Digiscribe shall also have the right to put up marketing and informational material in relation to the Platform, in and around the Kiosk. Such marketing and advertising material shall in no manner advertise the Doctor or the Clinic or be deemed to be an advertisement, marketing or endorsement of the Platform by such Doctor or Clinic.

  1. It is hereby clarified for the avoidance of doubt that all ownership, rights and interests, including but not limited to Intellectual Property rights of the Kiosk and the Platform shall vest solely with Digiscribe, at all times.

  1. NO ENDORSEMENT, REFERRAL OR SOLICITATION ON THE PLATFORM

  1. Digiscribe hereby clarifies that:

  1. Digiscribe does not, in any manner, endorse or recommend the Doctor or the Clinic or any other doctors or clinics on the Platform.

  1. The Platform only facilitates and enables a Patient to book appointments for tele-consultation with the Doctor or any other doctors through the Platform.

  1. Neither Digiscribe nor the Platform undertakes, in any manner, to refer or to solicit Patients on behalf of the Doctor, the Clinic or any other doctors or clinics.

  1. Digiscribe does not make any representations or warranties with respect to: (i) the Doctor or Clinic, or any other doctors or clinics registered on the Platform; or (ii) the quality or accuracy of the consultation, diagnosis, treatment, prescription of drugs or medicines, or any other related services rendered by the Doctor or Clinic, or any doctors or clinics, on the Platform, in any manner whatsoever.

  1. Digiscribe further clarifies for the avoidance of doubt that the Platform is only a facilitator providing: (i) efficient clinic management systems and solutions to doctors and clinics; (ii) digitised prescriptions and uploading such digitised prescriptions on the Platform’s cloud based service for ease of access and authentication; (iii) ease and convenience to Patients registered on the Platform through home delivery of drugs, medicines and tests, and locating nearby pharmacies and test labs; and (iv) the service of booking appointments and hosting tele-consultation between the doctors and Patients. All Patients approaching the Doctor or Clinic, or booking appointments for tele-consultation do so on their own accord and volition.

  1. PATIENTS’ MEDICAL DATA AND INFORMATION

  1. Subject to consent of the Patient who is registered on the Platform:

  1. In consideration of the Doctor Services, the Doctor shall have access to the medical history, medical data and other related information of the Patient consulting with such Doctor, if such Patient is registered on the Platform (“Patient Data”).

  1. The Doctor shall be entitled to share or receive such Patient Data with other doctors, clinics and labs.

  1. It is hereby clarified that a Patient registered on the Platform may, in his / her sole discretion, consent to the sharing of his / her Patient Data. Further, such Patient shall also have the right to withdraw such consent being given, at any time, as such Patient may deem fit, in his / her sole discretion.

  1. In the event that a Patient registered on the Platform: (i) withdraws his / her consent; or (ii) ceases to be registered on the Platform, the Doctor shall not in any manner, access, use, share or receive such Patient’s Patient Data with any Person.

  1. The Doctor shall be solely responsible and liable for any unauthorized access, use, sharing or receiving of Patient Data in contravention of this Clause 10.

  1. CONFIDENTIAL INFORMATION

  1. Confidentiality

  1. All Confidential Information disclosed by Digiscribe to the Doctor (or his / her affiliates, employees, advisors, agents or representatives) shall be kept strictly confidential and shall not be disclosed to any Person except to the extent that such disclosure is necessary in connection with the performance of the subject matter of these Terms of Use.

  1. The Doctor hereby agrees and undertakes: (i) to hold all such Confidential Information disclosed by Digiscribe in strict confidence; (ii) not to disclose such Confidential Information, either in whole or in part, to any Person other than to Persons requiring such Confidential Information on a ‘need to know’ basis for the purposes authorized hereunder, provided that: (a) prior written consent of Digiscribe has been obtained by the Doctor before such disclosure; and (b) such Person agrees, in writing, to maintain the confidentiality of such Confidential Information in accordance with the terms hereof; (iii) not to use such Confidential Information for any purpose whatsoever save as may be strictly necessary in connection with the Platform; and (iv) to take all reasonable measures to prevent any disclosure of or unauthorized access to Confidential Information by any third party.

  1. The Doctor shall not use the Confidential Information disclosed by Digiscribe:

  1. for the advancement or growth of any other business or venture: (i) owned by the Doctor; (ii) in which the Doctor has a substantial interest; or (iii) to which the Doctor renders any services, consultation, treatment or support as a part of his medical practice or otherwise; or

  1. to set up, carry out, invest in or engage in a business: (i) which is similar to or competes with the business or Platform of Digiscribe; or (ii) that is based on Digiscribe’s business model, of which the Doctor has gained adequate knowledge in the course of the execution and performance of the subject matter of these Terms of Use, or is similar to the ideas, innovations, concepts, software, programs, interface, technical know-how and Platform of Digiscribe.

  1. The Doctor agrees that he / she shall not use, nor reproduce for use in any way, any Confidential Information of Digiscribe except in furtherance of the relationship and purpose set forth herein. The Doctor agrees to protect the Confidential Information in the same manner as he / she would protect his / her own proprietary and confidential information of similar importance, at all times, using a reasonable degree of care and take adequate security and precautionary measures to effect compliance with this Clause by his / her respective affiliates, employees, advisors, agents or representatives who are given access to any such Confidential Information.

  1. Nothing contained herein shall be construed as granting or implying any transfer of rights (including license rights) to the Doctor in such Confidential Information, or any patents or other Intellectual Property protecting or relating to such Confidential Information. The Doctor shall immediately notify Digiscribe of any known or suspected breaches of this Clause and shall fully co-operate with Digiscribe in any search or scrutiny.

  1. Exceptions

The receiving Party may disclose Confidential Information:

  1. to the extent to which it is required to be disclosed pursuant to the applicable Law to a Governmental Authority, provided that prior to making such disclosures, reasonable prior notice of such disclosure shall be given to the disclosing Party;

  1. to the extent to which it is specifically permitted by the disclosing Party in writing; or

  1. to the extent that the Confidential Information is publicly available and not by way of a breach of an obligation to keep such information confidential.

  1. INTELLECTUAL PROPERTY

  1. For the purposes of these Terms of Use, intellectual property means all of the following and all legal rights or interest in, under or in respect of the following arising under Law, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired by Digiscribe or owned by Digiscribe: (a) all copyrights, copyrightable works and all other corresponding rights; (b) all trademarks; (c) all machines, scanners, tablets and other related products / materials made available to the Doctor; (d) know-how, including technical know-how, process know-how, technology, software, software development process, Platform, Services technology and processes in relation to the Platform, technology and processes in relation to the machines, scanners, tablets, technical data, trade secrets, confidential business information, pricing and cost information, business and marketing plans, advertising and promotional materials, vendor, third party supplier lists and information, records, and other proprietary medical documentation and information; (e) all databases, data collections and data exclusivity, any analytical information derived from such Patient Data; (f) all other proprietary rights; and (g) all copies and tangible embodiments of any of the foregoing (in whatever form or medium) (“Intellectual Property”).

  1. The Doctor hereby agrees that, for the performance of the subject matter of these Terms of Use, Digiscribe hereby grants to the Doctor, access to the Platform. The Doctor shall be permitted to use the Platform only in connection with (i) the Kiosk set up at the Clinic; and (ii) rendering medical services to Patients registered on the Platform.

  1. The Doctor hereby agrees and acknowledges that his use of the Intellectual Property shall in no way mean or be construed as an assignment by Digiscribe to the Doctor, of any ownership, rights or interests of Digiscribe in such Intellectual Property.

  1. The Doctor further agrees and acknowledges that all Intellectual Property and other related items, products or materials provided or made available to the Doctor by Digiscribe or its affiliates or suppliers is and remains, at all times, the exclusive property of Digiscribe or its affiliate or supplier, and must be returned to Digiscribe or as directed by Digiscribe upon termination / suspension or earlier if required by Digiscribe.

  1. The Doctor hereby agrees and acknowledges that any breach by the Doctor of any provision or obligation under this Clause will cause Digiscribe immediate, material and irreparable injury, and there is no adequate remedy at law for such breach. In such event, Digiscribe shall be entitled to seek injunctive relief in a court of competent jurisdiction. This provision shall not be a waiver of any other rights which Digiscribe may have under these Terms of Use, including the right to receive monetary damages.

  1. REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND COVENANTS OF THE DOCTOR

  1. Representations and Warranties

The Doctor hereby represents, warrants, undertakes and confirms that:

  1. He / she is a duly certified medical practitioner, registered with the relevant Governmental Authority / medical council / medical bodies and holds the requisite qualification applicable to doctors for providing medical / surgical / tele-consultation and / or treatment and other related services to the Patients.

  1. He / she has obtained all licenses, consents, registrations and approvals as required for the setting up and day-to-day functioning of the Clinic in accordance with applicable Law.

  1. He / she: (i) will not violate any third party rights by using / accessing the Platform and / or the Services; (ii) is not a party to any arrangement or agreement which will compromise his / her ability to execute, carry out or perform the subject matter of these Terms of Use; and (iii) will not disclose to Digiscribe, any confidential or proprietary information or materials belonging to any third party;

  1. Undertakings and Covenants

In addition to the above representations and warranties, but without limitation, you agree that:

  1. you are a registered medical practitioner/doctor, and that no methods used by you during the course of your practice as a doctor and medical practitioner is illegal and/or not allowed or permissible by regulatory and/or statutory bodies under any law in force that is  applicable to you;

  1. you shall, at all times while using the Services and/or the Platform, adhere to any and all prevalent rules, regulations and/or laws relating to the prescriptions created and maintained by you on the Platform, the medicines and drugs suggested and advised by you to the Patients and/or the dosage and composition of any such medicines suggested and recommended by you to the Patients through the Platform;

  1. the Account Information that you provide to us and any information you upload on the Platform are true, accurate, updated, and complete at all times and that you shall be solely responsible for the accuracy and/or completeness of the same;

  1. you shall not transfer or share your Account password with anyone or create more than one valid and existing Account. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account;

  1. you provide an irrevocable consent to Digiscribe to record and save your calls with Patients in case of online consultation being provided by you through the Platform;

  1. Digiscribe has no way of ascertaining and verifying the accuracy of the information provided by you and/or any legal compliance that you have to adhere to and/or maintain as a qualified and certified medical practitioner/doctor and Digiscribe is completely relying on your representations made to Digiscribe in this regard;

  1. You will not upload, post, email or otherwise transmit any content to which you do not have the lawful right to copy, transmit and display (including any content that would violate any confidentiality or fiduciary obligations under these Terms of Use or the Privacy Policy);

  1. You will not upload, post, email or otherwise transmit any content that infringes the intellectual property rights or violates the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

  1. Yow will not use the Services to collect or store personal data about other users without their express permission;

  1. You will not knowingly include or use any false or inaccurate information in any profile or your Account;

  1. You will not upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Services, or interfere with the access of any other user to the Services; and / or

  1. You will not circumvent, breach, disable, or otherwise interfere with security-related features of the Services.

  1. TERMINATION

  1. Termination by Digiscribe

  1. In the event of breach of these Term of Use by you, Digiscribe reserves the right to suspend and/or terminate your access to the Platform immediately, with or without notice to you. Further, Digiscribe may to suspend and / or terminate your access to the Platform, at any time, for any reason relating to business and / or economic conditions or otherwise, as may be determined by Digiscribe, by giving you a written notice of 1 (One) month.

  1. Any suspected illegal, fraudulent or abusive activity may be a ground for terminating your access to the Platform. Without prejudice to the foregoing, Digiscribe may also terminate or suspend (temporarily or permanently) all or any portion of your Account or access to the Services, with or without reason.

  1. Once your Account is terminated or suspended (temporarily or permanently), you shall not be entitled to re-register under a new account.

  1. Termination by Doctor

  1. The Doctor may discontinue his / her use or access of the Platform by giving a prior written notice of at least 1 (One) month to Digiscribe. In the event that, the Doctor fails to give the requisite notice, Digiscribe shall, notwithstanding any other legal rights and remedies available to it, be entitled to hold back the Platform Fee. Further, Digiscribe may, in its sole discretion, waive the abovementioned requirement of notice from the Doctor.

  1. In the event of such discontinuation, the Doctor shall: (i) release Digiscribe from all future claims and amounts; (ii) remain in full compliance with the material provisions of these Terms of Use, including but not limited to the Confidentiality and Intellectual Property provisions hereof; and (iii) return to Digiscribe, the tablet or other digital device provided by Digiscribe without making any copies of any information stored on such device.

  1. Consequence of Termination

The Doctor hereby agrees and acknowledges that in the event of termination / suspension / discontinuance in accordance with this Clause 14:

  1. The Doctor shall immediately cease to be a member on the Platform;

  1. Digiscribe will cease to provide and withdraw the Doctor’s access to the Platform and Services or any additional or related features, items or material of the Platform.

  1. Digiscribe shall cease the functioning of the Kiosk at the Clinic and retrieve all machines, scanners, tablets and any related other items, products or materials made available to the Doctor, and all advertising and marketing materials installed at the Kiosk.

  1. The Doctor shall not be entitled to receive, and Digiscribe shall not be liable to pay, the Platform Fee to the Doctor.

  1. The Doctor shall also cease to have access to medical data and other information of the Patients registered on the Platform.

  1. The Doctor shall return, deliver and handover to Digiscribe (and will not keep in his / her possession, recreate or deliver to anyone else) all documents, software, supplies, devices, apparatus, equipment, records, data, notes, reports, proposals, content material, lists, correspondence, specifications, drawings, blueprints, sketches, materials, other items or property, or reproductions of any aforementioned items developed by Digiscribe or otherwise belonging to Digiscribe, its successors or assigns, whether or not pertaining to Confidential Information (as defined herein below), and all such aforementioned items shall, at all times, remain the exclusive property of Digiscribe. The Doctor undertakes that, in any event, he / she shall return and surrender all such materials, items and property immediately upon the termination thereof. The Doctor shall not retain any such materials, items or property or any copies, compilations or analyses, or medical data or information of the Patients registered on the Platform thereof, after such termination.

  1. The Doctor shall cease to provide to Digiscribe, space within the premises of the Clinic for the setting up and functioning of the Kiosk.

  1. NON-DISPARAGEMENT

The Doctor hereby agrees, undertakes and covenants not to make any disparaging public statements with respect to: (i) Digiscribe, its affiliates or subsidiaries; (ii) the business of Digiscribe; (iii) the Platform; or (iv) these Terms of Use, and the arrangements made pursuant hereto at any time or upon the termination / suspension of access to the Platform or Services.

  1. LIMITATION OF LIABILITY

  1. The Doctor hereby agrees and acknowledges that:

  1. Digiscribe shall not be involved in or be liable for any consultation or treatment or any servicing of Patients or prescriptions or delivery thereof, or related activities by and among the Doctor and / or Clinic with its Patients.

  1. Digiscribe shall not be liable for any medical negligence, inaccurate diagnosis, or incorrect advice by the Doctor and / or the Clinic, of any kind or manner, in relation to: (i) the consultation or treatment being provided by the Doctor and / or the Clinic to the Patient; or (ii) the nature, type, quantity, brand, etc. of drugs, medicines or tests being prescribed by the Doctor and / or the Clinic to its Patients.

  1. The Doctor and / or the Clinic shall be solely responsible for any liability, claims or actions arising in relation to the consultation, treatment or prescription of drugs, medicines or tests and Digiscribe shall have the right to disclaim any such claims or actions raised against Digiscribe or the Platform.

  1. The Doctor and / or the Clinic hereby agrees and undertakes to indemnify and hold Digiscribe harmless against any claims or actions arising against Digiscribe or the Platform.

  1. Use of Platform and Services

In no event will Digiscribe and/or its affiliates be liable to you and/or your Patients for any damages whatsoever, including without limitation, indirect, incidental, special, punitive or consequential damages, or lost profits, arising out of, or in connection with, your use of the Services and/or the Platform and/or the content, whether the damages are foreseeable, and/or whether or not Digiscribe has been advised of the possibility of such damages in advance. If you are dissatisfied with the Services and/or the Platform and/or the content, your sole and exclusive remedy is to discontinue using the Platform.

Except as otherwise required by applicable law, any claim or cause of action arising out of or relating to your use of the Services and/or the Platform and/or the content and/or our relationship with you, must be brought within 30 (thirty) days of the occurrence of the event giving rise to the claim or cause of action, or the same will be deemed to be forever barred. In no event shall our cumulative liability to you for any and all claims relating to or arising out of your use of the Services or the Platform, regardless of the form of action, be greater than the total amount of registration fees, that you paid to create or maintain an account with us.

We and/or our affiliates shall, under no circumstances whatsoever, be liable for any delay and/or default in performance of the Services caused by an event beyond our reasonable control, including but not limited to, war, accident, act of god, industrial action, epidemic, pandemic, embargo or a delay, failure or default by you, your wireless carrier, or any other supplier of goods or services to us or to you.

  1. DISCLAIMER

You expressly agree that you use the Platform and the Services thereon at your own risk.

Digiscribe and/or its affiliates expressly disclaim any liabilities and warranties regarding security, accuracy, reliability, timeliness and performance of the Services. No advice or information provided to you by Digiscribe will create any liability or warranty that is not expressly stated in these Terms of Use. All the contents on the Platform are only for general information or use. Our Services and Platform are developed for use in India and Digiscribe and/or its affiliates make no representation or warranty concerning the Services or Platform content when they are used in any other country.

You agree that you are not an employee or agent of Digiscribe and that your relationship with Digiscribe is only that of an independent contractor. Accordingly, in no event will Digiscribe be, directly or vicariously, liable for any advice or medical consultancy or any loss arising therefrom that you may provide to the Patients. You shall, at all times, be solely responsible for obtaining the Patients’ informed consent to any diagnosis, treatment, lab tests and/or drugs prescribed. Digiscribe is not a medical service provider, nor is it involved in providing any healthcare or medical advice or diagnosis, it shall hence not be responsible and owns no liability to either Patients or Doctors for any outcome from the consultation between the Patients and the Doctors.

Digiscribe does not: (i) recommend or endorse any doctor listed on the Platform; (ii) make any representations or warranties with respect to Doctors or the quality of the healthcare services they may provide, and (iii) does not grade Doctors.

Without limiting the generality of the foregoing, we may provide and/or make available and/or otherwise reproduce third party content and/or part thereof on the Platform and/or may provide links to web pages and content of third parties (collectively, "Third Party Content") to those interested in such Third Party Content. We do not endorse or adopt any Third Party Content and make no guarantee whatsoever as to its accuracy, reliability or completeness. We do not represent or warrant the accuracy of any information contained therein, and we undertake no responsibility to update or review any Third Party Content. You use such Third Party Content contained therein solely and entirely at your own risk.

Digiscribe reserves the right to take any and all action, as it deems necessary or reasonable, to maintain the security of the Platform and your Account Information.

  1. RELIEF AND EXPENSES

  1. Equitable Relief

The Doctor hereby acknowledges and agrees that, if the Doctor breaches the provisions of Clauses 11, 12 and 15 hereof, damages owed to Digiscribe would not be possible to ascertain and Digiscribe will suffer immediate and irreparable damage and loss for which it would have no adequate remedy. The Doctor therefore agrees that Digiscribe, its affiliates, subsidiaries or group entities, in addition to and without limiting any other remedy or right it / they may have, shall be entitled to seek an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and the Doctor hereby waives any and all defenses he / she may have on the grounds of lack of jurisdiction or competence of a court to grant such an injunction or other equitable relief. The existence of this right shall not preclude the applicability or exercise of any other rights and remedies under these Terms of Use, at law or in equity, which Digiscribe or its affiliates, subsidiaries or group entities may have.

  1. Recovery of Expenses by Digiscribe

In any claim or action arising under or with respect to these Terms of Use, if Digiscribe prevails, it shall be entitled to recover its costs and expenses of bringing and prosecuting such action, including, without limitation, reasonable attorneys’ and other professional fees from the Doctor.

  1. GOVERNING LAW AND DISPUTE RESOLUTION

  1. Governing Law

These Terms of Use shall be governed by and construed in accordance with the Laws of India and subject to Clause 19.2 (Dispute Resolution) below, the courts at Mumbai, India shall have exclusive jurisdiction on the matters arising from these Terms of Use, without regard to the principles of conflicts of laws.

  1. Dispute Resolution

For the purposes of this Clause Digiscribe and the Doctor shall collectively be referred to as “Parties” and individually as a “Party”.

  1. In the event that any dispute arises amongst the Parties, in connection with the validity, interpretation, implementation or alleged breach of any provision of these Terms of Use or regarding a question, including the question as to whether the termination / suspension by Digiscribe has been legitimate, the Parties shall endeavour to settle such dispute amicably.

  1. In the case of failure to resolve the dispute in the manner set out above within 30 (Thirty) days from the date when the dispute arose, the dispute shall be settled by an arbitral panel composed of a single arbitrator appointed jointly by both Parties. In the event that the Parties are unable to agree on the sole arbitrator, 1 (One) arbitrator shall be appointed by each Party, and the arbitrator so appointed shall nominate a third arbitrator, who shall be the chairperson of the arbitral tribunal (“Chairperson”). The seat of arbitration shall be Mumbai. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 and shall be conducted in the English language. The Chairperson shall also decide on the costs of the arbitration proceedings.

  1. The Chairperson’s award shall be substantiated in writing and the Parties shall submit to the Chairperson’s / arbitral panel’s award which shall be enforceable in any competent court of law.

  1. In the event that Digiscribe prevails in such arbitration proceeding, in addition to any other remedies granted to Digiscribe pursuant to such proceeding, Digiscribe shall be entitled to seek and obtain a permanent injunction or other similar relief restraining the Doctor from committing or continuing to commit any breach of these Terms of Use.

  1. CHANGE IN CONTROL

Notwithstanding anything contained in these Terms of Use, in the event of a change in Control of Digiscribe, these Terms of Use shall continue to remain in full force and effect to the extent permitted under Law.

  1. CHANGES TO THESE TERMS

We reserve the right to change our Terms of Use at any time. Any changes that we make will become a part of our Agreement with you as and when they are posted on our Platform. Your continued use of our Services or the Platform will constitute your consent to the changes we have made. The last date on which these Terms of Use were revised is set forth at the end of this document.

  1. SURVIVAL

Notwithstanding the termination or suspension of access to the Platform and / or use of the Services or Account thereof, the Clauses 11 (Confidential Information), 12 (Intellectual Property), 13.1 (Representations and Warranties of the Doctor), 15 (Non-Disparagement), 16 (Limitation of Liability), 18 (Relief and Expenses) and 19 (Governing Law and Dispute Resolution) will survive any termination / suspension hereof.

  1. SEVERABILITY

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

  1. NO WAIVER

Our failure or delay in exercising or enforcing any right or claim does not constitute a waiver of such right or claim and shall in no way affect our right to later enforce or exercise it.

  1. NOTICES

Digiscribe may contact you by email to the email address provided in your Account or by written communication to the postal address provided in your Account or by a general notice on the Platform.

You may contact Digiscribe at any time via www.digiscribe.in, or by sending an email to [email protected]